Wollongong Harbour

Corporate Governance

Customer owned

As a customer owned Credit Union we always strive to act in the best interest of all our members.

Our Board, Management team and staff are committed to acting responsibly, ethically and with the highest standards of integrity to ensure the needs of our customers are continuously met. We also voluntarily report against seven of the ASX Corporate Governance Principles and Recommendations, so you can be assured that your Credit Union is being governed and managed in a way which is respectful, ethical and honest.

Our corporate governance

Our Board is responsible for leading and overseeing a sustainable, member owned Credit Union that lives our purpose – to help our members achieve financial success.

We’ve implemented best practice governance policies and principles, both at Board level and throughout the entire organisation. We’re committed to continuously improving our Credit Union to ensure we meet our obligations as a responsible financial institution in a rapidly changing world. Our Board, CEO and Senior Management Team manage our Credit Union to a framework underpinned by our Constitution, with roles and responsibilities clearly defined in Board and Committee Charters, governance policies and position descriptions. To read more, see Structure of the Board below.

The Board consists of seven independent, non-executive Directors, with each Director’s experience, qualifications, other roles within our community and length of service available at Our Team. Our Directors are independent in both judgement and action and the Board Charter addresses issues of conflict of interest and the manner in which they are reported, managed and disclosed. The Board is supported by five committees, each of which has an established Charter defining roles and responsibilities.

Governing for high performance is a key focus, that’s why we conduct an annual Director skills matrix analysis to ensure our Board has a wide range of skills, experience and perspectives. Directors participate in an induction program and the Board formally reviews its performance and that of individual Directors annually, as well as continually seeking professional development opportunities.

The Board and Management of the Credit Union are committed to acting responsibly, ethically and with the highest standards of integrity to ensure the Credit Union continually delivers on our purpose and values as a member-owned organisation. The Board annually reviews our Code of Conduct, which applies to all Directors, Managers and employees, to ensure the highest standards of culture and behaviour.

Diversity of thought is a powerful tool for any board and organisation. That’s why our Board has established a Diversity and Inclusion Policy and is committed to promoting and enhancing the diversity and inclusivity of our workplaces, reflecting the diverse nature of our members.

The Board has established an Audit Committee, comprising of 4 directors and an independent Chair, who is not the Chair of the Board or Risk Committee. The Audit Committee has an established Charter, and the qualifications and experience of the members of the Committee are available below at Committees of the Board. The Board receives a declaration annually from the CEO and CFO that the Credit Union has established systems and processes to ensure the proper maintenance of financial records that:

  • Enable production of financial statements that comply with the accounting standards;
  • Gives a true and fair view of the financial position and performance of the Credit Union; and
  • Ensure a foundation of sound and effective risk management and internal controls.

Our members are at the heart of everything we do. They guide all decisions made by the Board and our Management team. Each year at the Annual General Meeting (AGM) we call upon all members to vote and have their say on the performance of our Credit Union.

We’re also committed to transparency, and provide information on the governance of the Credit Union on our website and in our annual Financial Accounts, for those members who are unable to attend our AGM. We regularly communicate news and updates to our Members through our websites, social media channels and newsletters.

The Board has overall responsibility for the establishment and oversight of risk management and reviews the Risk Appetite Statement and Risk Management Strategy annually. To support in overseeing risk management, the Board has established a Risk Committee, with responsibility for monitoring risk management practices and in particular risk culture.

The Credit Union follows the Three Line of Defence model, with independence between the first line business, second line risk management function (headed by our Chief Risk Officer and Risk Committee) and third line audit function (headed by our Chief Internal Auditor and Audit Committee). More detail on the material exposures to risks can be found in our Annual Accounts below.

The Credit Union recognises that an effective and balanced remuneration and reward system is essential to the success of our operations and a key component of the risk management framework.

The Board has established a Remuneration Committee to monitor and advise on the Remuneration Policy and practices. The Credit Union strives for remuneration and rewards structures and practices that encourage behaviour that supports a sustainable performance outcome for the Credit Union. The Credit Union prepares annual remuneration disclosures in accordance with the requirements of APRA Prudential Standard APS330.

Role of the board

The roles, authority and responsibilities of the Board are formalised in the Board Charter, which defines the matters which are reserved for the Board and Committees, and those that are the responsibility of the Chief Executive Officer (CEO) and Senior Management. The Illawarra Credit Union Board is responsible for:

  • Strategy
    • Providing strategic direction including contributing to the development and approval of the corporate strategy;
    • Appointing and evaluating the performance of the CEO; and
    • Reviewing succession planning for the CEO and approving the remuneration of the CEO and Senior Management.
  • Governance
    • Monitoring the effectiveness of the corporate governance framework;
    • Ensuring the Credit Union’s business is conducted ethically and transparently; and
    • Evaluating performance of the Board and determining its size and composition.
  • Oversight
    • Overseeing financial performance and monitoring business performance against the approved Strategic Plan;
    • Overseeing internal controls and processes for identifying areas of significant business risk; and
    • Monitoring compliance with regulatory and statutory requirements and the implementation of related policies.

Committees of the board

The full Board meets at least 6 times per year, and has also established five standing committees as detailed below. These committees consider various matters and make recommendations to the Board. Each committee’s authority and responsibilities are set out in their individual committee charters, as approved by the Board. Other special purpose committees may be established from time to time to consider matters of particular importance. Committee members are chosen for the skills, experience and other relevant qualities they bring to each particular committee role.

The Board Audit Committee, Board Risk Committee and the Governance Committee meet at least four times a year or more frequently as required. The Remuneration Committee and Fit and Proper Committee meet as required, but at least annually, to consider and make recommendations or decisions on matters within its terms of reference.

Committee Chairs regularly report to the Board at the next Board meeting and the Board reviews and notes the minutes of all committee meetings. All information prepared for the consideration of committees is also available to the Board.

Standing committees in operation at any time during or since the end of the financial year were:

Board audit committee

The Board Audit Committee was established to oversee the financial reporting and audit frameworks of the Credit Union.

Its role includes:

  • Overseeing and receive reporting from the internal and external audit functions
  • Ensuring the quality and credibility of accounting and financial reporting processes
  • Monitoring the integrity and reliability of the internal control framework

Mr Alex Frino (Chair)

Ms Deborrah Lambourne

Ms Amy Harper

Mr David Rowe

Board risk committee

The Board Risk Committee was established to oversee and monitor the risk management framework of the Credit Union.

Its role includes:

  • Ensuring a sound risk culture exists in the organisation from the top down;
  • Monitoring matters of risk management and prudential and other reporting obligations; and
  • Monitoring compliance with applicable laws.

Mr David Rowe (Chair)

Ms Deborrah Lambourne

Ms Amy Harper

Mr Alex Frino

Governance committee

The Governance Committee was established to assist the Board in adopting and implementing good corporate governance practices.

Its role includes:

  • Making recommendations as to the size and composition of the Board;
  • Ensuring an appropriate and effective Board and committee structure is in place;
  • Considering the skills, knowledge and experience of the Board, and assessing whether those current skills meet the skill requirements identified; and
  • Developing and monitoring Board, Chief Executive Officer and Senior Management succession plans.

Ms Deborah De Santis (Chair)

Ms Deborrah Lambourne

Ms Omaya Robinson

Mr Peter Bourke

Remuneration committee

The Remuneration Committee was established to oversee remuneration practices.

Its role includes:

  • Reviewing and making recommendations to the Board on the Credit Union’s remuneration policy;
  • Ensure remuneration and rewards are linked to positive, sustainable performance; and
  • Making recommendations to the Board on the remuneration of the Chief Executive Officer and Senior Management team.

Ms Deborrah Lambourne (Chair)

Ms Omaya Robinson

Ms Deborah De Santis

Mr Peter Bourke

Credit Union Constitution

To receive a copy of our constitution, please email us [email protected].

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